Bag of Words Self-Hosted Software Terms

These Bag of Words Self-Hosted Software Terms (the “Agreement”) govern a customer’s purchase and use of the Enterprise Components and Services described below. The Agreement is between Bag of words, Inc., doing business as BOW (“BOW”, “Company”, “we”, or “us”) and the organization or person identified in an Order (“Customer”).

Customer accepts this Agreement by signing or electronically accepting an Order that incorporates it, or by downloading, activating, or using Enterprise Components after being presented with this Agreement. A person accepting for an organization represents that they have authority to bind that organization.

BOW is provided for deployment in Customer’s own environment. This Agreement does not include a BOW-hosted or software-as-a-service offering.

1. Definitions

• “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• “Customer Data” means data, files, database contents, credentials, prompts, queries, instructions, configurations, and other content submitted to or processed by the Product in Customer’s Environment, including Outputs. Customer Data does not include Usage Data.
• “Customer Environment” means infrastructure, devices, networks, cloud accounts, and systems owned, leased, or controlled by Customer or its authorized service providers.
• “Documentation” means BOW’s technical documentation and operational guides for the Product.
• “Enterprise Components” means the files, features, and functionality expressly identified as subject to the Bag of Words Enterprise License or another commercial license, rather than an open-source license.
• “Enterprise License” means the Bag of Words Enterprise License or other commercial license expressly identified as applying to Enterprise Components.
• “Fees” means amounts payable by Customer under an Order or statement of work.
• “Open Source Software” means software made available under the AGPL-3.0 or another open-source license, including applicable third-party software.
• “Order” means an order form, quote, or other ordering document accepted by both parties that identifies Enterprise Components, Services, Subscription Scope, Fees, and the subscription term and incorporates this Agreement by its exact title, URL, version, and last-updated date.
• “Output” means content generated by the Product in response to Customer’s inputs or instructions.
• “Product” means the self-hosted BOW software installed in Customer’s Environment. The Product may contain both Open Source Software and Enterprise Components, each governed by its applicable license.
• “Services” means support, onboarding, training, or professional services that BOW expressly agrees to provide under an Order or statement of work.
• “Subscription Scope” means the commercial usage limits for Enterprise Components stated in an Order, such as Users, installations, environments, or features.
• “Support Data” means Customer Data or other information Customer voluntarily provides to BOW for support or Services, such as diagnostic logs, configuration details, and support messages.
• “Usage Data” means limited technical and operational information about the Product that does not contain Customer Data or Support Data and does not identify Customer’s data subjects.
• “User” means an employee, contractor, or other person authorized by Customer to use the Product on Customer’s behalf.

2. License Structure and Precedence

Open Source Software. Open Source Software is licensed directly under the license identified in the applicable source file or distribution. The current repository license and applicable notices are available at github.com/bagofwords1/bagofwords.

Enterprise Components. Subject to payment of applicable Fees, BOW grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the subscription term to install and use the Enterprise Components in the Customer Environment for Customer’s internal business purposes and within the Subscription Scope. The Bag of Words Enterprise License accompanying those components also applies.

Order of precedence. An applicable open-source license controls with respect to Open Source Software. The Enterprise License controls use of Enterprise Components. An Order controls commercial details and may expressly override this Agreement. A statement of work controls the Services described in that statement of work. This Agreement otherwise controls.

3. Self-Hosted Deployment

Customer control. Customer installs and operates the Product in the Customer Environment. Customer controls its local accounts, access permissions, configurations, Customer Data, connected data sources, and third-party AI or other service providers.

No hosting by BOW. BOW does not host the Product or Customer Data under this Agreement and does not receive access to Customer Data merely because Customer installs or uses the Product. Customer is responsible for infrastructure, availability, security, backups, disaster recovery, and retention in the Customer Environment.

Customer responsibilities. Customer will maintain compatible infrastructure, protect credentials and license keys, install appropriate security updates, configure the Product in accordance with the Documentation, and ensure that its Users comply with this Agreement. Customer is responsible for agreements, credentials, charges, and lawful use relating to third-party models, data sources, integrations, and services it connects to the Product.

4. Customer Data, Outputs, and Privacy

Ownership. As between the parties, Customer retains all rights in Customer Data, Support Data, and Outputs. BOW obtains no ownership interest in those materials.

No Product license to Customer Data. Because the Product is self-hosted, Customer does not grant BOW a license to Customer Data merely by using the Product. If Customer provides Support Data, Customer grants BOW a limited license to use that Support Data only as needed to provide the requested support or Services, meet legal obligations, and protect the security of BOW and its customers.

Customer compliance. Customer is responsible for the legality, accuracy, quality, and authorized processing of Customer Data, including providing required notices and obtaining required rights and consents. Customer must not provide sensitive or regulated data to BOW as Support Data unless the parties have agreed in writing to appropriate safeguards.

Outputs. AI-generated Outputs may be inaccurate, incomplete, or non-unique. Customer is responsible for reviewing Outputs and deciding whether and how to use them. Customer must apply appropriate human review before using Output for decisions that could affect a person’s legal rights, safety, employment, credit, healthcare, or access to essential services.

5. Telemetry and Support Data

Optional telemetry. The Product may send limited Usage Data to BOW when telemetry is enabled. Customer may disable telemetry through the Product configuration as described in the Documentation. BOW will not intentionally collect Customer Data, prompts, query results, database contents, or credentials through telemetry.

Permitted use. BOW may use Usage Data to secure, support, maintain, and improve the Product and to verify compliance with the Subscription Scope. BOW may create and use aggregated statistics that do not identify Customer or reveal Customer Data. BOW will not use Customer Data or Support Data to train a generative AI model unless Customer expressly agrees in writing.

Support Data safeguards. BOW will use reasonable administrative, technical, and organizational safeguards for Support Data in its possession and will limit access to personnel and service providers who need it to provide the requested support or Services. BOW’s handling of personal information is also described in its Privacy Policy.

6. Enterprise Restrictions and Verification

The restrictions in this Section apply only to Enterprise Components and do not restrict rights granted under an applicable open-source license. Except as permitted by the Enterprise License, an Order, or applicable law, Customer will not:

• use Enterprise Components beyond the Subscription Scope;
• modify, adapt, translate, or create derivative works from Enterprise Components or their source code;
• provide Enterprise Components or license keys to an unauthorized third party;
• sell, sublicense, or commercially distribute Enterprise Components;
• circumvent license enforcement, access controls, or other technical limitations;
• remove proprietary notices from Enterprise Components or Documentation; or
• use Enterprise Components in violation of applicable law.

Upon reasonable written notice, no more than once in any twelve-month period, BOW may request that Customer certify its compliance with the Subscription Scope and provide reasonably sufficient usage records. BOW will not require network or VPN access to the Customer Environment without Customer’s express written consent.

7. Services

BOW will provide only the Services expressly stated in an Order or statement of work. Each statement of work should describe the scope, deliverables, schedule, dependencies, Fees, and acceptance criteria for those Services. Unless otherwise stated in a statement of work, each party retains ownership of materials it owned or developed independently of the Services.

Customer will provide timely access to personnel, information, systems, and decisions reasonably needed for BOW to perform the Services. Any service level, response time, update entitlement, or support commitment applies only if stated in an Order or support policy incorporated into an Order.

8. Fees and Payment

Customer will pay the Fees stated in each Order. Unless the Order states otherwise, BOW will invoice annually in advance, invoices are due within thirty (30) days, Fees are stated in U.S. dollars, and payment obligations are non-cancellable and non-refundable. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

Fees exclude sales, use, value-added, withholding, and similar taxes. Customer is responsible for those taxes, except taxes based on BOW’s net income. Customer must raise a good-faith invoice dispute within thirty (30) days after receipt and timely pay all undisputed amounts.

9. Confidentiality

Confidential Information means non-public information disclosed by one party to the other that is marked confidential or reasonably should be understood as confidential, including Customer Data, Support Data, Enterprise Components, security information, product plans, and commercial terms. It excludes information that the recipient can document: (a) is public through no breach of this Agreement; (b) was lawfully known without restriction before disclosure; (c) was lawfully received from another source without a confidentiality duty; or (d) was independently developed without use of the discloser’s Confidential Information.

The recipient will use Confidential Information only to perform or exercise rights under this Agreement, protect it with at least reasonable care, and disclose it only to personnel, Affiliates, contractors, and professional advisers who need to know it and are bound by appropriate confidentiality obligations. A recipient may disclose information when legally required after, where permitted, giving prompt notice and reasonable assistance to seek confidential treatment. Each party may seek injunctive relief for an actual or threatened breach of this Section.

10. Intellectual Property

Except for rights expressly granted in an applicable license, BOW and its licensors retain all rights in the Enterprise Components, Documentation, BOW trademarks, Services methodology, and other BOW technology. Ownership of Open Source Software remains with its respective copyright holders and use remains subject to the applicable open-source licenses.

If Customer provides suggestions or feedback, Customer grants BOW a worldwide, perpetual, irrevocable, royalty-free license to use that feedback without restriction, provided BOW does not identify Customer as its source without permission. No right to use either party’s names, logos, or trademarks is granted except with prior written consent or as necessary to identify the Product internally.

11. Warranties and Disclaimers

During a paid subscription, BOW warrants that the unmodified Enterprise Components will operate in substantial conformity with their Documentation and that BOW will perform paid Services in a professional and workmanlike manner. Customer’s exclusive remedy, and BOW’s entire obligation, for breach of this warranty is for BOW to use commercially reasonable efforts to correct the non-conformity or re-perform the affected Services. If BOW cannot do so, either party may terminate the affected Order and BOW will refund prepaid Fees covering the unused remainder of the affected term.

The warranty does not apply to Open Source Software; evaluations; third-party services; Customer’s infrastructure; unauthorized use or modification; or issues caused by combinations, configurations, or versions not supplied or approved by BOW.

Except for the express warranties above and to the maximum extent permitted by law, the Enterprise Components, Documentation, and Services are provided “as is” and “as available.” BOW and its licensors disclaim all implied and statutory warranties, including merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or usage of trade. BOW does not warrant that the Product will be uninterrupted, error-free, or compatible with every Customer or third-party system. Open Source Software is provided subject to the warranty disclaimers in its applicable license.

12. Limitation of Liability

To the maximum extent permitted by law, neither party nor its Affiliates will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, business opportunities, goodwill, anticipated savings, or loss or corruption of data, even if advised that such damages were possible.

To the maximum extent permitted by law, BOW’s and its Affiliates’ combined aggregate liability arising out of or relating to this Agreement will not exceed the Fees paid by Customer under the affected Order during the six (6) months before the event giving rise to liability or, if no Fees were paid, one hundred U.S. dollars (USD $100).

These limitations apply regardless of the form of action and even if a remedy fails of its essential purpose. They do not limit payment obligations or liability that cannot lawfully be limited, or liability for a party’s fraud, gross negligence, or willful misconduct. The exclusion of indirect and consequential damages does not apply to Customer’s breach of Section 6 or Customer’s breach of its obligations concerning BOW’s Confidential Information under Section 9.

13. Indemnification

By BOW. BOW will defend Customer against a third-party claim that Customer’s authorized use of paid Enterprise Components infringes a U.S. patent or copyright, and will pay finally awarded damages or settlement amounts approved by BOW. BOW has no obligation for claims arising from Open Source Software, Customer Data, Customer instructions, unauthorized modifications or use, combinations not supplied by BOW, or continued use after BOW provides a non-infringing replacement. BOW may obtain continued use rights, replace or modify the affected component, or terminate it and refund prepaid Fees for its unused subscription period.

By Customer. Customer will defend BOW and its Affiliates against a third-party claim arising from Customer Data, Customer’s unlawful use of the Product, or Customer’s material breach of Section 6, and will pay finally awarded damages or settlement amounts approved by Customer.

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement. A settlement may not admit fault by or impose a non-monetary obligation on the indemnified party without its written consent.

14. Term and Termination

This Agreement begins on the effective date of the first Order and continues while an Order remains in effect. Unless an Order states otherwise, each subscription automatically renews for successive periods equal to its initial term unless either party gives at least thirty (30) days’ written notice before the current term ends.

Either party may terminate an affected Order for material breach if the breach is not cured within thirty (30) days after written notice. The cure period is ten (10) days for non-payment and does not apply to a breach that cannot be cured. Either party may terminate if the other enters bankruptcy, liquidation, or similar proceedings that are not dismissed within sixty (60) days.

Upon termination, Customer’s rights to Enterprise Components, updates, license keys, and Services under the affected Order end, and Customer will stop using and uninstall the affected Enterprise Components. BOW will not remotely access or uninstall software from the Customer Environment. Termination does not affect Customer’s rights to Open Source Software under its applicable license. Customer remains responsible for Customer Data and may retain or delete it from the Customer Environment. Accrued payment obligations and provisions that by their nature should survive will survive.

15. General

Compliance. Each party will comply with laws applicable to its performance under this Agreement. Customer will not export, re-export, provide, or use Enterprise Components in violation of applicable export controls or economic sanctions. Customer must not use the Product where its failure could reasonably cause death, serious bodily injury, or material environmental damage without appropriate independent safeguards.

Assignment. Customer may not assign this Agreement without BOW’s prior written consent, except in connection with a merger or sale of substantially all its assets if the assignee agrees in writing to this Agreement and does not develop or commercialize a product or service that directly competes with the Product. BOW may assign this Agreement to an Affiliate or in connection with a merger, reorganization, financing, or sale of its business or assets.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except that this provision does not excuse Customer’s payment obligations.

Notices. Legal notices must be in writing and delivered to the address or email listed in the applicable Order. Notices to BOW may also be sent to [email protected]. A notice is effective when received.

Changes. The version of this Agreement identified in an Order applies for that Order’s current term. BOW may update these online terms for future Orders and renewal terms by posting a revised version and updating the version number and date above. A material change will not apply during a current term unless agreed in writing or required by law.

Entire agreement and precedence. This Agreement, the applicable licenses, Orders, and statements of work are the entire agreement about their subject matter and supersede prior discussions. Purchase-order terms supplied by Customer do not modify the Agreement. If a conflict exists, the precedence rules in Section 2 apply.

Governing law. Delaware law governs this Agreement without regard to conflict-of-law principles, and the state and federal courts located in Wilmington, Delaware have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Jury trial waiver. Each party knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement.

Limitations period. Except for claims concerning unpaid Fees, a breach of Section 6, a breach of Section 9, indemnification obligations under Section 13, fraud, willful misconduct, or claims whose limitations period cannot lawfully be shortened, neither party may bring a claim arising out of or relating to this Agreement more than one (1) year after the cause of action accrued.

Miscellaneous. The parties are independent contractors. This Agreement creates no partnership, agency, employment, fiduciary, or third-party beneficiary relationship. A waiver must be in writing. If a provision is unenforceable, it will be modified only as necessary and the remaining provisions will continue. Headings are for convenience, and electronic signatures and counterparts are effective.

Questions about these terms may be sent to [email protected].